When a company offers securities to the public of a value exceeding 8 million Euros over a period of 12 months or when the company’s securities are admitted to trading on a regulated market, the company is obliged to publish a prospectus in accordance with art. 3 of The Prospectus Regulation (EU) 2017/2019 of 14 June 2017. Prior to its publication, the prospectus must be approved in accordance with art. 20 of The Prospectus Regulation. The Danish FSA decides whether a prospectus is to be approved, cf. art. 20(1) of The Prospectus Regulation.
A prospectus approved in the company’s home state by the competent national authority is also valid in other host member states within the EU in accordance with art. 24 of The Prospectus regulation. However, it is required that the competent authority in the company’s home state notifies ESMA as well as the competent authorities in each of the relevant host member states in which the company intends to offer securities to the public in accordance with art. 25 of The Prospectus regulation. This notification is given through the so-called “Certificate of Approval” form. Art. 2(1) (n) of The Prospectus Regulation defines a host member state as “the Member State where an offer of securities to the public is made or admission to trading on a regulated market is sought, when different from the home Member State”.
The competent authority in a host member state does not approve or undertake any administrative procedures relating to prospectuses already approved by the competent home state authority in accordance with art. 24 of The Prospectus Regulation.